Terminating Event

Terminating Event. A "Terminating Event" means termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason. A Terminating Event does not include: (i) the ending of the Executive's employment due to the Executive's death or a determination that the Executive is Disabled; (ii) the Executive's resignation for any reason, other than for Good Reason, (iii) the Company's termination of the employment relationship for Cause; or (iv) circumstances in which the Executive is... offered a comparable position and/or accepts employment with any direct or indirect successor to the business or assets of the Company following a Change in Control, a spin-out, spin-off or other transaction. View More

Terminating Event. Any of the following events: (i) termination by the Company of the employment of the Covered Executive for any reason other than for Cause, death or disability; or (ii) the termination by the Covered Executive of their employment with the Company for Good Reason. Notwithstanding the foregoing, a Terminating Event shall not be deemed to have occurred herein solely as a result of the Covered Executive being an employee of any direct or indirect successor to the business or assets of Atlassian UK... or the Company View More

Terminating Event. Any of the following events: (1) the liquidation of the Company; or (2) a Change of Control.

Terminating Event. This term shall mean: (i) the consummation of a plan of dissolution or liquidation of the Corporation; (ii) the individuals who, as of the effective date of the reorganization contemplated by the Merger Agreement, are members of the Board of Directors of the Corporation ("Incumbent Board"), cease for any reason to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination for... election by the Corporation's shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided, further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or other actual or threatened solicitation of proxies or consents by or on behalf of a "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act) other than the Board of Directors (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; (iii) the consummation of a plan of reorganization, merger or consolidation involving the Corporation, except for a reorganization, merger or consolidation where (A) the shareholders of the Corporation immediately prior to such reorganization, merger or consolidation own directly or indirectly at least 70% of the combined voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation (the "Surviving Corporation") in substantially the same proportion as their ownership of voting securities of the Corporation immediately prior to such reorganization, merger or consolidation, and (B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such reorganization, merger or consolidation constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the voting securities of the Surviving Corporation; (iv) the sale of all or substantially all the assets of the Corporation to another Person; or -4- (v) the acquisition of beneficial ownership of stock representing more than fifty percent (50%) of the voting power of the Corporation then outstanding by another Person. View More

Terminating Event. Shall mean the termination by the Company of the employment of the Employee for without Cause or the termination by the Employee of his employment with the Company for Good Cause.

Terminating Event. Shall mean: (i) termination by either of Northway or the Subsidiary of the employment of the Executive with either of Northway or the Subsidiary for any reason other than (A) death, (B) deliberate dishonesty of the Executive with respect to Northway ... or the Subsidiary or any subsidiary or affiliate of either, or (C) conviction of the Executive of a crime involving moral turpitude, or (ii) resignation of the Executive from the employ of both of Northway and the Subsidiary, while the Executive is not receiving payments or benefits from either of Northway or the Subsidiary by reason of the Executive's disability, subsequent to the occurrence of any of the following events: (A) a significant change in the nature or scope of the Executive's responsibilities, authorities, powers, functions or duties from the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to the Change in Control; or (B) a determination by the Executive that, as a result of a Change in Control, he is unable to exercise the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to such Change in Control; or (C) a reduction in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all management personnel of the Company and all management personnel of any person in control of the Company; or (D) the failure by the Company to pay to the Executive any portion of his current compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven (7) days of the date such compensation is due; or (E) the failure by the Company to continue in effect any material compensation, incentive, bonus or benefit plan in which the Executive participates immediately prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, as existed at the time of the Change in Control; or (F) the failure by the Company to continue to provide the Executive with benefits substantially similar to those available to the Executive under any of the life insurance, medical, health and accident, or disability plans or any other material benefit plans in which the Executive was participating at the time of the Change in Control, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control; or (G) the failure of the Company to obtain a satisfactory agreement from any successor(s) to assume and agree to perform this Agreement. View More

Terminating Event. A "Terminating Event" shall mean any of the following events: (i) termination by the Company of the employment of the Covered Executive with the Company for any reason other than for Cause or the death of the Covered Executive. "Cause" shall mean, and shall be limited to, the occurrence of any one or more of the following events:. (A) a willful act of dishonesty by the Covered Executive with respect to any matter involving the Company or any subsidiary or affiliate; or (B) conviction of the... Covered Executive of a crime involving moral turpitude; or (C) the deliberate or willful failure by the Covered Executive (other than by reason of the Covered Executive's physical or mental illness, incapacity or disability) to substantially perform the Covered Executive's duties with the Company and the continuation of such failure for a period of 30 days after delivery by the Company to the Covered Executive of written notice specifying the scope and nature of such failure and its intention to terminate the Covered Executive for Cause. A Terminating Event shall not be deemed to have occurred pursuant to this Section 2(b)(i) solely as a result of the Covered Executive being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company following a Change in Control. For purposes of clauses (A) and (C) of this Section 2(b)(i), no act, or failure to act, on the Covered Executive's part shall be deemed 2 "willful" unless done, or omitted to be done, by the Covered Executive without reasonable belief that the Covered Executive's act, or failure to act, was in the best interest of the Company and its subsidiaries and affiliates; or (ii) termination by the Covered Executive of the Covered Executive's employment with the Company for Good Reason. "Good Reason" shall mean the occurrence of any of the following events: (A) a substantial adverse change, not consented to by the Covered Executive, in the nature or scope of the Covered Executive's responsibilities, authorities, powers, functions, or duties from the responsibilities, authorities, powers, functions, or duties exercised by the Covered Executive immediately prior to the Change in Control; or (B) a reduction in the Covered Executive's annual base salary as in effect on the date of adoption of this Plan or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all or substantially all management employees; or (C) the relocation of the Company's offices at which the Covered Executive is principally employed immediately prior to the date of a Change in Control to a location more than fifty (50) miles from such offices, or the requirement by the Company for the Covered Executive to be based anywhere other than the Company's offices at such location, except for required travel on the Company's business to an extent substantially consistent with the Covered Executive's business travel obligations immediately prior to the Change in Control; or (D) the failure by the Company to pay to the Covered Executive any portion of his compensation or to pay to the Covered Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company within fifteen (15) days of the date such compensation is due without prior written consent of the Covered Executive; or (E) the failure by the Company to obtain an effective agreement from any successor to assume and agree to perform this Agreement. Any termination by the Covered Executive of such Covered Executive's employment with the Company for any reason other than Good Reason shall not be deemed to be a Terminating Event hereunder. View More

Terminating Event. Means (i) the consummation of a merger or consolidation of the Company into or with another corporation under circumstances in which the Company is not the surviving corporation (other than circumstances involving a mere change in the identity, form or place of organization of the Company); (ii) the consummation of a sale of more than 50% of the Company's outstanding stock to persons who are not shareholders of the Company on the date of grant of the Option other than pursuant to an initial... public offering of the Company's Common Stock; or (iii) the liquidation or dissolution of the Company. View More

Terminating Event. Termination of the Executive's employment with the Company, other than (a) by the Company for Cause, (b) by reason of death or Disability, or (c) by the Executive without Good Reason

Terminating Event. A Participant ceases to be an Employee under any circumstances; provided, however, that, for purposes of the Plan, a Participant's status as an Employee shall be considered to be continuing intact while such Participant is on military leave, sick leave, or other bona fide leave of absence approved by the Committee or the Participant's supervisor. A transfer of a Participant's employment between or among any Designated Subsidiaries (of the Plan or the U.S. Plan) shall be considered a Terminating... Event View More